You are applying to use the FY25 International Express Merchant Services under this agreement via LooperBuy. Before clicking “Agree” (or similar wording), please carefully read all the terms of this agreement. If you do not agree with any part of this agreement or cannot fully understand the meaning of any of its terms, please refrain from taking any action.
This “FY25 International Express Merchant Agreement” (the “Agreement”) is a valid contract entered into between Hangzhou Cainiao Supply Chain Management Co., Ltd., a company established under the laws of the People’s Republic of China, with its registered address at Room V424, No. 501 Fengxin Road, Yuhang District, Hangzhou City, Zhejiang Province, China (“Cainiao”) and you, the merchant (“Merchant”). By ticking the box and clicking “Agree” or confirming in a similar manner on the webpage, you acknowledge and accept all the terms and conditions of this Agreement, and this will be considered as your signing and agreement to be bound by the entire content of this Agreement.
Cainiao and the Merchant are individually referred to as “a Party” and collectively referred to as “the Parties” in this Agreement.
Recitals:
A. Cainiao is capable of providing logistics information technology services, warehousing services, trunk transportation services, customs clearance services, delivery services, and other services related to local and cross-border freight forwarding, and is able to integrate the above resources into comprehensive logistics supply chain solutions tailored to the individual needs of different merchants;
B. The Merchant is willing to adopt Cainiao’s logistics supply chain solutions to optimize its logistics processes.
The Parties, after friendly consultations, have agreed as follows:
Part 1: Basic Commercial Terms
1. Services Provided
1.1 Upon the effective date of this Agreement, a logistics service contract relationship shall be established between Cainiao and the Merchant. Cainiao shall undertake the related service requirements and arrange for Cainiao logistics providers to deliver parcels to the Merchant’s designated delivery address.
1.2 Cainiao, in cooperation with Cainiao logistics providers, shall provide the following transportation-related services to the Merchant:
(1) Mainland China to Overseas Logistics: Cross-border freight forwarding services from Mainland China to overseas, including parcel collection, sorting, cross-border trunk transportation, import and export customs clearance, last-mile delivery, and in-warehouse value-added services within Mainland China.
(2) Hong Kong Local Logistics: Providing local freight forwarding services within Hong Kong for the Merchant.
1.3 The specific content of the aforementioned services shall be governed by the provisions of Annex 4.2 “Service Fee Standards” attached to this Agreement.
2. Validity
2.1 The terms of this Agreement shall apply to all logistics orders during the term of the Agreement.
2.2 The occurrence or realization of other termination conditions specified in this Agreement may result in the termination of this Agreement. Regardless of the reason for the termination, any compensation and liabilities arising from the actions of either Party before the termination of the Agreement must be fully and independently borne by the responsible Party.
2.3 The termination of this Agreement shall not affect any unsettled payments or obligations of either Party, nor any rights or obligations that have accrued before the termination date.
3. Fees and Settlement
3.1 The fees and settlement terms for this Agreement shall be governed by the provisions set forth in Annex 2 of the main contract.
3.2 Taxes
3.2.1 The Merchant shall bear and pay all taxes and fees payable under this Agreement. Taxes and fees shall, as required by law, be added to the amounts the Merchant owes to Cainiao, such that Cainiao’s net receipt equals the full amount payable by the Merchant under this Agreement. To clarify further, if the Merchant has provided Cainiao with a valid and applicable tax exemption certificate that meets Cainiao’s requirements, no taxes shall be added to the amounts the Merchant is required to pay Cainiao.
3.2.2 Cainiao shall not be responsible for any taxes or fees that the Merchant is required to bear under applicable laws.
4. Notices
4.1 Effective Notices
4.1.1 The forms of valid notices under this Agreement include, but are not limited to, email, personal delivery, platform announcements on the Cainiao platform, internal notices, or other forms of notification.
4.1.2 Notices shall be deemed delivered within the following timeframes:
Email: One (1) day after the notice is sent.
Registered Mail or Express Delivery: Within five (5) business days after the notice is sent.
Cainiao Platform or Partner Platform System Announcements, Internal Notices: One (1) day after the notice is sent.
Part 2: General Contract Terms
5. Definitions
5.1 Cainiao Platform: Refers to the service information system platform operated by Cainiao, which integrates the information systems of warehousing, express delivery, and other logistics partners, as well as the Merchant’s ERP system. The Merchant may issue online service orders through this platform and obtain service product order information, including but not limited to product information, service order details, settlement information, and logistics status information.
5.2 Alipay Company: Refers to Alipay Merchant Services Pte. Ltd., Alipay (China) Network Technology Co., Ltd., and their affiliates.
5.3 Alipay Account: Refers to the unique identifier provided by Alipay Company to the Merchant for using Alipay services, where the Merchant sets the password and uses it to query or manage the Merchant’s prepaid or receivable/payable amounts.
5.4 Taxes and Fees: Refers to all federal, state, provincial, regional, county, municipal, local, or foreign taxes or fees imposed, levied, assessed, or collected by tax authorities, including but not limited to sales tax, use tax, license tax, consumption tax, goods and services tax, value-added tax, stamp duty, transfer tax, customs duties, import taxes, assessments, charges, or withholding taxes. This also includes any interest, penalties, fines, or other additional amounts imposed on such taxes and fees. However, excluded taxes do not include (i) taxes based on gross or net income, (ii) franchise taxes, or (iii) property taxes, personal property taxes, or rental taxes (collectively referred to as “Excluded Taxes”).
5.5 Goods: Refers to physical goods that are suitable for sale and logistics transportation in accordance with the laws and regulations of the relevant country or region involved in the logistics services.
5.6 Buyer: Refers to the entity purchasing goods from the Merchant.
5.7 Cainiao Logistics Provider: Refers to the subcontractor that Cainiao uses to provide logistics services under this Agreement.
5.8 Parcel: Refers to the package formed by reasonably packing the goods and affixing the waybill, which is suitable for transportation.
5.9 Service Order: Refers to the order placed by the Merchant for services provided by Cainiao, where the Merchant confirms Cainiao’s service quotation and orders the related services. Cainiao shall arrange for collection from the Cainiao logistics provider and transport the goods to the designated delivery address/person as instructed by the Merchant.
5.10 Problematic Parcel: Refers to parcels under this Agreement that involve, but are not limited to, the following situations:
Inconsistencies with the service order information;
Serious damage, contamination, deformation, exceeding delivery size/weight limits, missing waybill information;
Containing goods that are explicitly restricted or prohibited by laws and regulations (for sale, use, or export), violating transport safety regulations (air, sea, or land), or being subject to other legal or regulatory violations;
Prohibited/Restricted items (specifics can be found in Annex 4.1 “List of Prohibited/Restricted Items”);
Goods that are not suitable for further transportation;
Potential intellectual property infringements or misdeclared values violating the laws and regulations of China, the country of transshipment, the destination country, or international conventions;
For Prohibited/Restricted items, compliance with the laws and regulations of China and the relevant service-related country is required. In case of disputes over whether a certain item falls under prohibited or restricted categories, Cainiao’s determination shall prevail;
5.11 Cainiao Rules: Refers to the rules, standards, annexes, and procedures periodically published by Cainiao for the services under this Agreement. Cainiao Rules shall automatically take effect upon publication and become part of this Agreement. Updated Cainiao Rules shall apply to service orders placed by the Merchant after such rules are updated. If the Merchant disagrees with any updates, they should stop placing new service orders. If the Merchant continues to place orders after the update, this will be considered as acceptance of the revised Cainiao Rules.
6. Merchant Qualification Documentation Requirements
6.1 To ensure the Merchant’s ongoing performance under this Agreement, the Merchant agrees to submit to Cainiao, at the time of signing this Agreement, the following qualification documents, duly signed by an authorized representative and stamped with the official seal, as part of Annex 4.4 “Merchant Qualification Documents” to this Agreement. If any qualification documents change, the Merchant shall notify Cainiao in writing within fifteen (15) business days of the change and provide a copy of the updated documents (stamped and signed by an authorized representative). If such changes result in the Merchant or its partners losing their ability or qualifications to perform, Cainiao has the right to immediately terminate this Agreement.
(1) The Merchant’s company registration certificate, business license, or any other legally effective documents in the Merchant’s country of registration, which irrefutably prove that the Merchant is a legally established and valid company.
(2) Authorization documents or any other documents that irrefutably prove that the person signing this Agreement on behalf of the Merchant has all the necessary legal authority to execute this Agreement.
(3) Other information and proof documents that Cainiao deems necessary for verification.
6.2 The qualification documents requested by Cainiao from the Merchant do not represent Cainiao’s substantive review or confirmation of the legitimacy of the Merchant’s establishment. If Cainiao does not request the qualification documents or the documents provided are incomplete, it does not waive Cainiao’s right to request such documents at any time.
6.3 The Merchant guarantees that all qualification documents provided to Cainiao are true, accurate, and remain valid throughout the term of this Agreement. If any legal liabilities (including but not limited to administrative penalties, economic compensation liabilities) arise due to deficiencies or omissions in the Merchant’s qualification documents, the Merchant shall independently bear full responsibility. If these issues affect the Merchant’s performance under this Agreement and cause losses to Cainiao or any third parties (including but not limited to Cainiao’s affiliates, Cainiao logistics providers, agents, or employees), the Merchant shall compensate Cainiao and the relevant third parties for all resulting losses.
7. Rights and Obligations of the Parties
7.1 Merchant’s Rights and Obligations
7.1.1 The Merchant hereby represents and warrants that it is a company legally established and existing under the laws of its registered country or region, is authorized to enter into this Agreement, and has obtained all licenses, permits, or authorizations necessary for the performance of this Agreement, which remain valid throughout the term of this Agreement.
7.1.2 The Merchant guarantees that it possesses all necessary qualifications and licenses to operate and engage in the relevant import/export of goods (including but not limited to import permits, taxation licenses, etc.), and that its operations will not violate applicable laws or regulations, nor infringe on any third party’s legal rights. The Merchant is obligated to ensure that its goods comply with regulatory requirements regarding product quality, composition, packaging, labeling, pest control, animal and plant quarantine, and health regulations, and to provide necessary qualification documents as required by Cainiao, including but not limited to inspection reports from accredited institutions or self-declaration of compliance.
7.1.3 The Merchant is responsible for obtaining adequate insurance for cross-border logistics services, including parcel and personnel insurance, as required by the laws and regulations of the country of registration, and the countries involved in the logistics services. The Merchant shall bear the associated costs. If the Merchant obtains compensation through its own insurance for services under this Agreement, the Merchant shall ensure that the insurer waives any subrogation rights, ensuring that Cainiao is not held liable for compensation outside the scope of this Agreement.
7.1.4 The Merchant is responsible for providing all required information and documents in compliance with applicable laws and regulations, and for ensuring the legality, authenticity, and completeness of the contents of waybills or other shipping documents.
(1) The Merchant shall ensure that the product information (including but not limited to product attributes, name, category, value, etc.) and the recipient or declarant’s information are true, accurate, and complete, and comply with the laws and regulations of the countries involved in the service. Cainiao will provide services under this Agreement solely based on the product description provided by the Merchant.
(2) If Cainiao or Cainiao’s logistics provider suffers any penalties or liabilities due to the Merchant’s failure to provide true, accurate, or complete product or recipient/declarant information, the Merchant shall bear all losses caused to Cainiao and Cainiao’s logistics provider and shall have no right to file complaints or seek compensation from Cainiao.
7.1.5 The Merchant shall ensure that its parcels comply with Cainiao’s service guidelines and restrictions. If the Merchant fails to select the correct service type in accordance with these guidelines and restrictions, any resulting losses shall be borne by the Merchant, and the Merchant shall not be entitled to request a refund of the service fees already collected by Cainiao.
7.1.6 The Merchant shall provide appropriate packaging for the goods based on their nature and ensure that labels are properly printed and affixed in compliance with all applicable laws, regulations, rules, this Agreement, and its annexes, as well as the requirements of the products themselves.
7.1.7 The Merchant agrees to provide Cainiao with accurate and valid contact information for timely communication in case of issues with the parcels. The Merchant also ensures that the recipient’s details and delivery address are accurate and complete. Cainiao will not be liable for any delivery issues, errors, delays, or parcel losses resulting from inaccurate or vague information provided by the Merchant.
7.1.8 If the Merchant fails to prepare the goods or parcels on time as agreed, leading to delays or missed delivery, or if parcels are undeliverable due to the recipient refusing to accept delivery, any resulting courier fees shall be borne by the Merchant. If Cainiao suffers losses due to such delays or refusal, the Merchant shall compensate Cainiao for such losses.
7.1.9 The Merchant understands and agrees that the signing of this Agreement does not make Cainiao a participant in any transactions between the Merchant and third parties. Cainiao only provides the services specified under this Agreement and makes no express or implied guarantees regarding the legality, validity, or authenticity of the Merchant’s goods, nor any warranties concerning the Merchant’s behavior. The Merchant assumes full responsibility for the goods, parcels, and service orders for which Cainiao provides services.
7.1.10 The Merchant shall ensure that the data provided regarding parcel quantities, weight, volume, etc., is accurate. If the data provided by the Merchant for the purpose of calculating fees (such as weight or volume) is false or erroneous, the fees for such parcels shall be based on the data verified by Cainiao or Cainiao’s logistics provider.
7.1.11 The Merchant is responsible for paying any customs duties, inspection, quarantine fees, or other charges that arise in the destination country and are not paid by the recipient. If additional charges are incurred due to special requirements from the recipient and the recipient refuses to pay, the Merchant shall bear those charges.
7.1.12 The Merchant shall sign Annex 4.5 “Transport Safety Commitment” to ensure that the goods comply with Cainiao’s rules and the laws and regulations of the origin, destination, and transit countries regarding import/export, transportation, product quality, safety, packaging, etc.
7.1.13 The Merchant shall sign Annex 4.6 “Intellectual Property Compliance Commitment” to guarantee that it has full rights or sufficient authorization for the goods entrusted to Cainiao for transportation, and that the goods and the Merchant’s handling of the goods do not infringe on any third party’s intellectual property or legal rights. The Merchant guarantees that no third party will assert any rights against Cainiao or Cainiao’s logistics providers regarding the goods. The Merchant will fully indemnify Cainiao for any losses (including reasonable legal fees) resulting from such claims.
7.1.14 The Merchant guarantees that the performance of this Agreement will not violate any laws, regulations, rules, or contractual terms binding on any Party, including but not limited to those laws governing the listing of Cainiao’s affiliates, personal information security, data protection, anti-terrorism, anti-money laundering, customs, anti-corruption, and anti-piracy laws.
7.2 Cainiao’s Rights and Obligations
7.2.1 Cainiao may adjust the confirmed delivery scope based on the situation. If the Merchant continues to use Cainiao’s services, it is considered an acceptance of the adjusted delivery scope.
7.2.2 Cainiao has the right to refuse to provide services under this Agreement for problematic parcels. Cainiao is authorized to use security inspection equipment to inspect parcels. If the Merchant submits problematic parcels, Cainiao has the right to open them for inspection during security checks. Cainiao is not responsible for any liabilities arising from the parcel being subjected to inspection, confiscation, or other actions by relevant authorities during transit, including but not limited to delayed delivery.
Cainiao has the right to determine the status of problematic parcels in accordance with relevant laws and regulations. The Merchant must file an appeal within seven (7) calendar days after receiving written notification from Cainiao and provide relevant proof (including but not limited to brand authorization documents). If the Merchant fails to provide proof of the parcel’s legality within seven (7) calendar days of receiving the notification, Cainiao has the right to dispose of the problematic parcel at its discretion (including but not limited to destruction or handing it over to the relevant authorities). Cainiao will not be liable for the Merchant’s losses in such cases and may charge the Merchant for disposal fees as deemed appropriate.
7.2.3 Cainiao is not responsible for any penalties, confiscations, or other losses caused by the Merchant’s violations of this Agreement, including but not limited to allegations of intellectual property infringement or misdeclaring the value of goods. Furthermore, if Cainiao suffers any economic losses due to such violations (including but not limited to fines, compensations, or third-party payments arising from bulk confiscations), Cainiao has the right to seek full compensation from the Merchant and impose a penalty of 0 RMB per item for the violating party.
7.2.4 Once the recipient signs for the parcel, all risks related to loss, shortage, deterioration, contamination, or damage of the parcel are transferred to the recipient, and Cainiao no longer bears any responsibility.
7.2.5 Cainiao is responsible for maintaining the stability of the Cainiao platform and the functions related to the performance of this Agreement. Cainiao has the right, based on its independent judgment, to improve or conduct maintenance on these functions. Cainiao shall notify the Merchant in advance through the Cainiao platform or other means before any improvements or maintenance.
7.2.6 If the Merchant fails to pay the service fees as stipulated in this Agreement, Cainiao has the right to suspend services and retain goods equivalent to the outstanding payment. During the period of retention, Cainiao shall properly safeguard the Merchant’s goods and parcels and is not allowed to use or exploit the retained goods or parcels. If the Merchant fails to make payment after 30 days, Cainiao has the right to dispose of the retained goods equivalent to the outstanding payment, with the proceeds used to offset the fees owed to Cainiao.
7.2.7 In the case of force majeure events (including but not limited to pandemics, legal or policy changes, actions or negligence by customs or quarantine authorities), Cainiao will not be liable for compensation if customs clearance is not completed.
8. Complaints, Compensation, and Principles
8.1 For service orders with anomalies, the Merchant may file a complaint via the Cainiao platform within the time limits specified in Annex 4.3 “Service Details and Compensation Standards”. The Merchant shall bear the losses caused by failing to submit the complaint within the prescribed timeframe. At the time of filing a complaint, the Merchant must provide valid evidence through the Cainiao platform or via other designated methods and bear the consequences and losses resulting from failure to provide valid evidence.
8.2 If the Merchant engages in fraudulent evidence submission (including but not limited to guiding consumers, merchants, buyers, or recipients to provide false evidence or maliciously submitting evidence not based on facts), Cainiao will not compensate for complaints related to fraudulent evidence submitted within 15 (fifteen) calendar days from the date Cainiao determines that the Merchant has submitted false evidence. This will apply to complaints arising from the Merchant’s service orders within this period.
8.3 Both parties agree that the evidence submission and compensation standards under this Agreement will follow the guidelines established in Annex 4.3 “Service Details and Compensation Standards”.
9. Use of Information
9.1 The Merchant confirms that it has thoroughly read and agrees to Cainiao’s most recent Privacy Policy published on Cainiao’s official website (link: https://www.cainiao.com/en/privacypolicy.html?spm=cainiao.20208488.enFooter.4.f5d0439dxoCBk7). If the Merchant has any objections to the Privacy Policy, they may email Cainiao’s personal information protection department at intl.compliance@service.cainiao.com for clarification. If the Merchant does not agree with the Privacy Policy or any of its contents, they should immediately stop using Cainiao’s services. The Merchant further confirms that during the collection and processing of necessary product and personal information for the performance of this Agreement, the Merchant has fully complied with all applicable data and personal information protection laws and regulations.
9.2 The Merchant guarantees that, in accordance with applicable data and personal information protection regulations, it has obtained explicit consent and sufficient authorization from the relevant data subjects (including but not limited to Merchant, buyer, recipient, sender, etc.) or through other legal channels to process their personal information under this Agreement and agrees to the following:
(1) For the performance of services under this Agreement, the information disclosed by the Merchant to Cainiao includes parcel weight, volume, product value, product name, currency, recipient/sender name and phone number, recipient/sender address (including country, province, city, postal code, and detailed delivery address), ID number (if applicable), logistics order number, and tracking number, which are necessary for logistics fulfillment (collectively referred to as “Product and Personal Information“).
(2) Cainiao will collect, process, or use the Merchant’s provided Product and Personal Information during the term of this Agreement or during the period Cainiao provides services, both within the People’s Republic of China and abroad, and share it with Cainiao logistics providers, affiliates, partners, employees, agents, and other parties who must use the Merchant’s information to provide services under this Agreement.
(3) The Merchant or its authorized applicant will provide Cainiao with personal information about the directors, legal representatives, partners, sole proprietors, or other authorized individuals of the Merchant’s company, partnership, sole proprietorship, or branch (if any), including but not limited to name, nationality, ID number, address, phone number, job title, gender, email address, bank account number, date of birth, and other personal information.
9.3 During the performance of this Agreement, if the Merchant receives data beyond what is necessary to fulfill the purposes of this Agreement, the Merchant must immediately reject such data and notify Cainiao within 24 hours for resolution. If the Merchant fails to timely reject and notify Cainiao and causes losses to Cainiao or any third party, the Merchant will bear corresponding responsibility.
10. System Integration
10.1 Cainiao will provide the Merchant with the relevant development specifications for the Cainiao platform system API. The Merchant and Cainiao will jointly determine the platform system interface standards and requirements. The Merchant is required to complete the system integration on time and ensure the stable operation of the system. If the Merchant fails to complete the integration on time, Cainiao has the right to terminate this Agreement without bearing any responsibility. Additionally, Cainiao will not be obligated to perform any duties under this Agreement until the system integration is completed and successfully tested by the Merchant.
10.2 Cainiao has the right to improve the Cainiao platform system at its discretion, provided that the Merchant’s reasonable needs are met.
10.3 To ensure the proper functioning of the Cainiao platform system, either party may periodically or irregularly perform maintenance on their respective system interfaces. If the regular system maintenance affects the systems integrated between both parties, the party performing the maintenance must notify the other party in writing 10 (ten) days in advance and reach a consensus on the maintenance schedule.
10.4 In the event of a temporary system outage or significant security risks that may affect the other party’s system, the affected party has the right to unilaterally close the relevant system interface, but must notify the other party via email before doing so.
10.5 During normal system maintenance, the party performing the maintenance must notify the other party in writing 10 (ten) working days in advance. System improvements or optimizations must not affect the stability of the Merchant’s system. For special cases that require maintenance that impacts system interfaces, the party conducting the maintenance must notify the other party in writing and proceed only after mutual confirmation.
11. Breach of Contract
11.1 If either party commits a material breach of this Agreement, resulting in the inability to perform the cooperation outlined in this Agreement, or fails to fulfill the obligations within fifteen (15) working days after being notified to correct the breach, it will be considered a fundamental breach of the Agreement. The non-breaching party has the right to terminate the Agreement, and the breaching party must bear the breach liability and compensate the non-breaching party for its economic losses.
11.2 Cainiao is liable for the direct losses caused to the Merchant due to defects in the services provided under this Agreement but will not be liable for any indirect, incidental, or consequential losses (including but not limited to loss of income or profit). Cainiao’s compensation liability for direct losses is limited to the types, scope, and limits set forth in Annex 4.3 “Service Details and Compensation Standards”.
11.3 If the Merchant violates its promises and guarantees under this Agreement and its related annexes (including but not limited to Articles 6, 7, 9, 13, 14, 15, 16, 17, 18), or if Cainiao reasonably determines that the Merchant’s credibility or qualifications are flawed, or if the Merchant engages in actions detrimental to Cainiao’s interests, Cainiao has the right to refuse to provide services under this Agreement and/or unilaterally terminate the Agreement. Cainiao may take corresponding measures regarding the Merchant’s parcels as per this Agreement and the relevant rules of the Cainiao platform and will not be liable for any resulting losses to the Merchant. Additionally, Cainiao has the right to seek compensation for all losses incurred due to the Merchant’s actions, including but not limited to investigation costs, notarization fees, legal fees, court or arbitration fees, and any economic loss Cainiao suffers due to regulatory investigations prompted by the Merchant’s actions.
12. Termination
12.1 During the term of this Agreement, the Merchant may not terminate the Agreement without cause. If the Merchant does so, Cainiao has the right to confiscate any deposit paid by the Merchant under this Agreement (if any) as a breach penalty and require the Merchant to compensate Cainiao for all losses incurred due to early termination.
12.2 Either party has the right to unilaterally terminate the Agreement immediately by written notice if one of the following conditions occurs:
(1) A significant breach by one party that is not corrected within fifteen (15) working days after written notification from the other party;
(2) A party enters voluntary bankruptcy, receivership, liquidation, or debt restructuring procedures, or any similar process;
(3) A party enters involuntary bankruptcy, receivership, liquidation, or debt restructuring procedures, and fails to reverse the process within thirty (30) days after the application for such procedures is filed with the court;
(4) Other situations specified in this Agreement and its annexes.
12.3 After termination of the Agreement:
(1) Both parties must cooperate to complete the necessary handover procedures;
(2) Cainiao must continue to deliver and process parcels received before the termination of this Agreement. If there are delays, losses, damages, rejections, or any other abnormal situations with these parcels, the Merchant has the right to request compensation from Cainiao according to the terms of this Agreement;
(3) The Merchant must promptly pay Cainiao any outstanding service fees for services rendered up to the termination of the Agreement;
(4) Unless otherwise agreed, if this Agreement is terminated or rescinded (regardless of the reason for termination), any ongoing commitments or tasks must still be performed according to the Agreement, business practices, and the principles of good faith;
(5) Termination of this Agreement does not affect any outstanding settlements, payment obligations, breach compensations, or rights and obligations that have already arisen prior to termination.
13. Confidentiality
13.1 Except as otherwise specified in this Agreement, the Agreement and its annexes, any supplementary agreements, and any technical, technological achievements, pricing, business, and operational information, and technical information related to Cainiao, are Cainiao’s trade secrets. The Merchant is obligated to keep such trade secrets confidential. However, disclosure to lawyers, accountants, and government agencies is permitted when necessary to properly implement the Agreement, as well as disclosure required by government authorities. If a leak of trade secrets occurs due to the Merchant’s or its agents’ or employees’ actions, the Merchant will be liable for breach of contract and must compensate Cainiao for any resulting losses. This confidentiality obligation continues to apply after the termination of the Agreement.
13.2 Regarding all information and data disclosed by one party to the other during the term of this Agreement (“Information”), the disclosing party grants the receiving party the following global, permanent, and irrevocable rights:
(1) To copy, use, and disclose the information for the purposes of this Agreement;
(2) For the purpose of service upgrades, the receiving party may analyze and assess the information.
14. Anti-Unfair Competition Clause
14.1 Cainiao will strictly adhere to the principles of voluntary, equal, fair, and honest cooperation and fully respect the Merchant’s rights to operate independently. If the Merchant discovers any improper behavior by Cainiao employees that violates the above-mentioned cooperation principles, the Merchant can report the issue via Cainiao’s supervision email: cnlegal@cainiao.com. Cainiao will investigate and address the matter with confidentiality and objectivity.
15. Anti-Bribery and Corruption Clause
15.1 The Merchant guarantees that it will comply with all applicable anti-bribery and corruption laws (“Anti-Bribery and Corruption Laws“), including but not limited to the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010. The Merchant agrees not to engage in any conduct related to this Agreement that could potentially violate any anti-bribery and corruption laws in connection with any commercial transactions or activities.
16. Sanctions Compliance Commitment
16.1 In order to comply with transportation security, sanctions, or other legal requirements, government measures, the Merchant agrees to make the following commitments for each entrusted parcel and service order:
(1) The Merchant guarantees compliance with all applicable export control and sanction laws and regulations (“Export Laws”). The Merchant ensures that no act of receiving or delivering goods or parcels (including any insurance purchased by Cainiao or for Cainiao’s benefit) will subject Cainiao and its employees, suppliers, service providers, underwriters, and reinsurers to, or potentially expose them to, sanctions, embargoes, or penalties by any regional, national, international organization, or other relevant authorities. Specifically, the Merchant guarantees the following:
i. Neither the Merchant, shipper, its parent company, agents, recipients, nor any third party directly contracted for the delivery of goods or parcels is listed on any restricted party or sanctioned list under applicable export control or sanctions regulations.
ii. Delivery of goods or parcels to their final destination, any known end-users, or final use will not violate any applicable export laws.
iii. The Merchant and/or the shipper have obtained all necessary licenses, permits, or other governmental approvals for the delivery of goods or parcels to their final destination and final use.
iv. If goods or parcels are subject to sanctions and/or export/re-export/transshipment restrictions under applicable export laws, the Merchant and/or shipper must promptly notify Cainiao.
(2) The Merchant and/or shipper shall provide Cainiao with all information required by applicable export laws, including but not limited to licenses and permits, to enable Cainiao to arrange the delivery of goods to their final destination country. Upon Cainiao’s request, the Merchant shall provide information on all relevant parties who have legal, financial, or commercial interests in the goods (including goods in transit or parcels and their intended use or possible end-users). To comply with customs, security checks, and other regulatory requirements, Cainiao has the right to open and inspect the goods.
16.2 If Cainiao reasonably believes that the Merchant has violated the sanctions compliance commitments or that the Merchant’s goods may subject Cainiao, its employees, service providers, agents, underwriters, or reinsurers to sanctions or sanctions risks, Cainiao may:
(1) Refuse to provide services; or take measures without notifying the Merchant, and/or require additional fees to continue providing services, and/or dispose of or detain the goods. Storing goods in any location, whether indoors or outdoors, will be considered proper performance of Cainiao’s obligations for those goods.
(2) Cainiao may unilaterally terminate this Agreement with immediate effect without bearing any liability for breach of contract or other responsibilities.
(3) Cainiao may, without notifying the Merchant, provide information about the goods to any regional, national, or international governmental organization or other relevant authority, including disclosing the identities of all relevant parties with legal, financial, or commercial interests in the goods.
These clauses outline the Merchant’s commitment to complying with relevant anti-unfair competition, anti-bribery, corruption laws, and sanctions regulations, while also establishing Cainiao’s rights and obligations in case of non-compliance.
17. Anti-Forced Labor Clause
17.1 The Merchant must comply with all applicable labor-related laws and regulations, including but not limited to the import regulations and labor laws of the jurisdiction in which the Merchant or Cainiao operates, the Forced Labour Convention of 1930, the Abolition of Forced Labour Convention of 1957, and other relevant conventions of the International Labour Organization (ILO). The Merchant shall not use any convicted labor or forced labor, nor procure goods, items, or products that are wholly or partly produced or manufactured by convicted labor or forced labor in relation to any activity under this Agreement.
17.2 The Merchant shall maintain all documents related to activities executed or anticipated under this Agreement, including but not limited to procurement orders, invoices, receipts from suppliers and subcontractors, packing lists, material lists, certificates of origin, payment records, inventory records of both parties, shipping records, and bills of lading (e.g., air/sea/road transport), import/export records, and information on workers or contractors involved in the execution of this Agreement, such as wage payments and worker output. Upon Cainiao’s request, the Merchant shall promptly (but no later than 5 calendar days) provide any and all such documents.
18. Bank Restriction Clause
18.1 If the Merchant chooses to make or receive payments through a bank outside China, the relevant payment details, including but not limited to the payer’s country, the payment bank’s country, etc., must not involve Iran, North Korea, Syria, Cuba, Crimea, Donetsk, and Luhansk regions, or any banks included in applicable sanctions lists. If the payment violates these conditions, the payment will be invalid, and Cainiao has the right to refuse the payment. The Merchant shall bear any losses arising from this.
19. Force Majeure
19.1 Cainiao will not be liable for any failure or delay in service, loss, damage, or delay of parcels caused by force majeure events, including but not limited to riots, uprisings, civil unrest, pandemics, fires, floods, strikes, storms, explosions, wars, government actions, customs inspections, and international or domestic court orders.
19.2 If any party is unable to fulfill part or all of its obligations under this Agreement due to force majeure, the affected party must notify the other party in writing within 24 hours of learning of the relevant event and provide official documents or government-issued proof of the occurrence of the force majeure event. After negotiation, the other party may, based on the actual circumstances, partially or fully excuse the affected party from the obligations it is unable to perform. If the force majeure situation lasts for more than fifteen (15) days, either party may terminate this Agreement by written notice to the other party. For clarity, if Cainiao Logistics is affected by force majeure and unable to perform the services under this Agreement, the force majeure clauses will also apply.
19.3 Cainiao is not liable for any losses incurred by the Merchant due to the following reasons:
(1) Losses caused by the actions of the Merchant, the Merchant’s suppliers, logistics service providers, buyers, or other third parties;
(2) Damages caused by defects, natural wear and tear, or inherent flaws in the goods;
(3) Damages caused by improper or inadequate packaging of the goods, unless caused by Cainiao or Cainiao’s logistics providers;
(4) System upgrades, maintenance, construction, or unexpected communication device failures on the e-commerce platform (if applicable) or Cainiao’s platform;
(5) Other causes agreed upon by both parties or specified by law.
20. Dispute Resolution and Miscellaneous
20.1 The interpretation and application of the terms of this Agreement, as well as any disputes related to this Agreement, shall be governed by the laws of the People’s Republic of China (excluding conflict-of-law provisions), and for the avoidance of doubt, the laws of Hong Kong, Macau, and Taiwan are not included. Any disputes arising from or related to this Agreement shall be submitted to the Shanghai International Economic and Trade Arbitration Commission and arbitrated in accordance with the rules of arbitration in effect at the time of filing. The arbitration will take place in Shanghai, China.
20.2 Cainiao has the right to transfer all its rights and obligations under this Agreement to its affiliated companies or related entities based on business adjustments. The Merchant agrees not to object to such transfers.
20.3 If any provision of this Agreement is invalid or unenforceable, the validity or enforceability of the remaining provisions shall not be affected.
20.4 This Agreement includes the main text, attachments, and any rules published or to be published by Cainiao on the Cainiao platform. All attachments and rules are an inseparable part of this Agreement and have the same legal effect as the main text of the Agreement.
20.5 The Merchant agrees that this Agreement does not require a written signature to be effective. The Merchant agrees not to dispute the validity or enforceability of this Agreement simply because it has not been signed in writing. Furthermore, the Merchant agrees to cooperate with Cainiao to sign any documents related to services under this Agreement as required by Cainiao.
Attachments:
Attachment 4.1: Reference List of Prohibited and Restricted Items
Attachment 4.2: Service Fee Charging Standards
Attachment 4.3: Service Details and Compensation Standards
Attachment 4.4: Merchant Qualification Documents
Attachment 4.5: Transportation Safety Commitment
Attachment 4.6: Intellectual Property Compliance Commitment Letter
Attachment 7: Transportation Safety Commitment Letter
In order to ensure the safety of logistics transportation channels and create a safe and harmonious social environment, and in accordance with the relevant laws, regulations, and requirements of national security departments of the People’s Republic of China and the places of origin, destination, and transit of the goods, the Merchant hereby commits as follows:
- The Merchant shall comply with the relevant provisions on safe transportation in the laws and regulations of China, as well as those of the place of origin, destination, and transit of the goods, including but not limited to the Export Control Law of the People’s Republic of China, Anti-Terrorism Law of the People’s Republic of China, Postal Law of the People’s Republic of China, and Interim Regulations on Express Delivery.
- The Merchant shall ensure that the transportation of packages (goods or products) complies with national regulations prohibiting or restricting the export, transportation, or shipment of certain items, and shall not use logistics channels to endanger national security, public safety, or the legitimate rights and interests of citizens, legal persons, or other organizations.
- The Merchant guarantees that the packages being transported do not contain any prohibited or restricted items.
- The Merchant shall accurately provide the details of the package, product, or service order, including the sender’s and recipient’s names, addresses, and the product’s name, category, quantity, weight, and other relevant information required by Cainiao to provide services under this agreement.
- Cainiao has the right to require the Merchant to inspect the goods in person to verify that they do not belong to the prohibited or restricted categories for export or transportation, and to confirm that the product’s name, category, quantity, weight, and other details are consistent with the information provided by the Merchant in the package/product/service order. Cainiao may, according to legal or regulatory requirements, open and inspect the Merchant’s shipments. If required by national laws or Cainiao’s regulations, the Merchant must provide written documentation. Cainiao will proceed with the shipment once the documents have been verified. If the Merchant refuses to allow inspection, does not truthfully provide details of the package/product/service order, or fails to provide the necessary documentation, Cainiao may refuse to provide services.
- If Cainiao discovers prohibited or suspected prohibited goods in packages already in transit, Cainiao may stop providing transportation services. For goods that need to be confiscated or destroyed by law, Cainiao has the right to report to the relevant authorities immediately and cooperate with them for handling. For goods that are prohibited or restricted from transportation but do not require confiscation or destruction, Cainiao has the right to return the goods to the Merchant or contact the Merchant for proper handling.
- If Cainiao determines that the goods transported by the Merchant are prohibited or restricted from export or transportation by the government, Cainiao has the right to refuse transportation or return the goods to the Merchant and reserves the right to unilaterally terminate this agreement. Cainiao will not be held liable for exercising these rights. If the Merchant disagrees with Cainiao’s determination, the Merchant may provide written evidence to prove that the package/product does not fall under the prohibited or restricted categories.
- If the Merchant violates legal regulations by exporting or transporting prohibited or restricted items as determined by the government, or by unlawfully transporting goods that are prohibited or restricted from export, and such goods are seized by relevant authorities, the Merchant shall bear the corresponding legal responsibility. In case the goods cause damage to Cainiao or any third party, the Merchant shall be fully liable for compensating the losses in accordance with the law.
Attachment 8: Intellectual Property Compliance Commitment Letter
(1)The Merchant irrevocably commits and guarantees that all goods submitted to Cainiao (including Cainiao itself, its affiliates, and partners, collectively referred to as “Cainiao”) for transportation agency services, and the intellectual property reflected or contained in those goods, shall not infringe upon or violate any intellectual property rights, including but not limited to any third party’s copyrights, trademarks, patents, trade dress, trade names, trade secrets, or any other proprietary rights. The Merchant further guarantees that it will not engage in any activities that infringe on third-party intellectual property through Cainiao’s services. In case of infringement, Cainiao has the right to take measures, including but not limited to stopping shipments and returning goods to the Merchant, withholding or destroying goods, reporting the goods to law enforcement or rights holders, increasing inspection efforts on goods submitted by the Merchant, temporarily suspending services to the Merchant, requiring the Merchant to pay a deposit or provide a guarantee, or requiring the Merchant to pay liquidated damages to Cainiao. In the case of severe infringement, Cainiao has the right to unilaterally terminate the cooperation and this agreement. Cainiao shall not be liable for any losses caused by such actions, and the Merchant shall bear all costs and consequences.
(2)Cainiao has the right but no obligation to monitor and review the logistics information submitted by the Merchant, and to inspect the physical goods received to verify whether they infringe on third-party intellectual property. The Merchant understands and agrees that the responsibility for ensuring the goods do not infringe third-party intellectual property lies solely with the Merchant, not Cainiao. Cainiao’s acceptance and shipment of the Merchant’s goods should not be construed as proof that the goods do not infringe on intellectual property, nor as Cainiao’s determination of non-infringement. The Merchant cannot claim damages from Cainiao for losses suffered (including but not limited to customs seizures or confiscations) due to Cainiao’s failure to detect or require information about potential infringements. If Cainiao discovers or suspects that the Merchant’s goods infringe on third-party intellectual property, Cainiao will notify the Merchant and may take actions listed in section (1) above.
(3)The Merchant shall protect Cainiao from any costs, claims, damages, and liabilities (collectively “damages”) arising from the Merchant’s goods infringing on third-party intellectual property. The Merchant acknowledges that such damages may exceed the Merchant’s sales revenue. The Merchant shall indemnify Cainiao for any infringement claims arising from Cainiao’s provision of transportation agency services. If Cainiao receives complaints, allegations, claims, damages, or lawsuits (collectively “requests”) related to the Merchant’s goods infringing intellectual property, Cainiao will notify the Merchant immediately, and Cainiao reserves the right to take the measures listed in section (1). The Merchant shall take effective action to exclude Cainiao from such requests. If Cainiao is unable to be excluded, the Merchant shall hire a lawyer for defense or provide information and evidence as required by Cainiao to defend against the request. The Merchant shall also pay Cainiao a deposit or provide a guarantee until the issue is fully resolved. If the Merchant fails to take effective actions (including but not limited to not responding to Cainiao or the rights holder, not providing information or evidence, or failing to appear in court), causing Cainiao to incur costs such as hiring a lawyer or making advance payments for damages, the Merchant agrees to reimburse Cainiao within seven (7) days of receiving a notice. Otherwise, Cainiao has the right to charge a penalty for late payment and exercise a lien on the Merchant’s other goods to recover the outstanding amounts. If payment is not made within 15 days, Cainiao has the right to unilaterally terminate the agreement and cease cooperation with the Merchant, with all losses borne by the Merchant. Cainiao’s legal fees are based on the actual invoices from the attorney, and the compensation amount is based on the final settlement amount with the rights holder or a court ruling.
(4)If the Merchant believes its goods do not infringe intellectual property, or if the Merchant has been formally authorized by the rights holder to use the intellectual property involved in the goods, the Merchant must provide all relevant rights documentation to Cainiao within three (3) business days after receiving Cainiao’s notification. Upon receiving the Merchant’s proof of rights or other supporting materials, Cainiao will conduct an initial review and/or forward them to the rights holder. If Cainiao or the rights holder determines there is no infringement, Cainiao will lift any measures taken on the goods (if any). In special cases, Cainiao may require the Merchant to provide a guarantee before restoring services. If the Merchant fails to submit the required documentation within three (3) business days or if the evidence provided is insufficient to prove non-infringement, Cainiao will consider that the Merchant acknowledges it has no right to manufacture, use, sell, or transport the goods and use the associated intellectual property, and will consider the infringement established. Cainiao will then have the right to take the measures listed in section (1).
(5)During the period in which Cainiao takes actions on the Merchant’s goods, Cainiao does not guarantee any service timeliness for those goods. The Merchant shall pay Cainiao for the labor, handling, or service fees incurred by Cainiao while handling the suspected infringing goods. The specific fees will be notified separately by Cainiao. The Merchant shall also bear all costs and losses resulting from the goods being subjected to these measures. If the Merchant’s infringement or breach causes Cainiao to suffer losses, the Merchant shall compensate Cainiao accordingly.
